SUMMARY

         This summary highlights selected information about us and the notes that we are offering. It may not contain all of the information that may be important to you. Before investing in the notes, you should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference carefully for a more complete understanding of our business and this offering, including our consolidated financial statements and the related notes incorporated by reference into this prospectus supplement, and the sections entitled "Risk Factors" included elsewhere or incorporated by reference in this prospectus supplement.

Overview

        We are the world's largest producer of market pulp, according to the independent consulting firm Hawkins Wright and PPPC, with an annual aggregate pulp production capacity of 5.3 million tons. This represented 28% of the world demand for bleached eucalyptus kraft market pulp, or BEKP, in 2013, according to the PPPC.

        We believe that our BEKP production costs are among the lowest in the world. During the three-month period ended March 31, 2014, our pulp cash production cost per ton, including logistics, was 12% less than the average in Brazil, the most competitive market for BEKP, and in the year ended December 31, 2013, it was 5% less than the average in Brazil, according to Hawkins Wright. This important competitive advantage is principally due to: (1) our economies of scale, (2) advanced forestry techniques in managing the planting, maintenance and harvesting of our forests; (3) modern industrial plants using state-of-the-art technology; (4) the comparatively short harvest cycle of our trees; and (5) the relative low-cost of our raw materials, including electricity and chemicals.

        We produce BEKP in three pulp mills, which are located in the States of Espírito Santo, Mato Grosso do Sul and São Paulo. In addition, we have a 50% interest in Veracel Celulose S.A., or Veracel, a joint venture with the Swedish-Finnish company Stora Enso OYJ, or Stora Enso, which operates a pulp mill in the State of Bahia. The following table presents information with respect to our pulp mills and their production for the periods indicated:

        Our forestry base is broad and diversified. We have certified quality, environmental, occupational health and safety and forest management systems, and all of our units have been certified by the Forest Stewardship Council® (FSC®) and Cerflor/PEFC. As of March 31, 2014, we had total forestry land of 961.7 thousand hectares (owned, leased or held in partnership) located in six Brazilian states, including (1) 556.8 thousand hectares planted with eucalyptus, which we expect will supply almost all of the wood we require for our cellulose production, and (2) 346.2 thousand hectares of conservation areas with native vegetation, or preserved areas.

 

        We are the controlling shareholder of Portocel Terminal Especializado de Barra do Riacho S.A., or Portocel, in which we hold a 51% interest. Portocel operates a specialized terminal of Barra do Riacho, located three kilometers from our Aracruz mill in the State of Espírito Santo, and it is a port from which we export a portion of our cellulose production.

        The export market is the principal destination for our production; our export sales volume accounted for 90.2% during the three-month period ended March 31, 2014 and 91.4% in the year ended December 31, 2013 of our total cellulose sale volumes. During the three-month period ended March 31, 2014, 46% of our total sales volume was exported to Europe, 26% to Asia, 19% to North America and the remaining 9% was sold in Latin America (including Brazil), as compared to 42%, 22%, 26% and 10%, respectively, in the corresponding period in 2013. In 2013, Europe was the principal region for our exports of cellulose, with 39% of our cellulose volume sold, followed by North America with 28%, Asia with 25% and Latin America (including Brazil) with 9%.

        Our strategy is to concentrate our sales in the markets for tissue paper and specialized papers, which generally present less volatility compared to the markets for printing and writing papers. In 2013, approximately 53% of the cellulose volume we sold was used by our customers to produce tissue paper, approximately 30% to produce printing and writing paper and approximately 17% to produce specialized papers.

        The table below presents some of our principal financial indicators as of and for the indicated periods:

		As of and For the Three-Month Periods Ended March 31,						As of and For the Years Ended December 31,
		2014			2013			2013			2012			2011
		(in millions of reais , except percentages)
Net revenues			1,642,331			1,449,414			6,917,406			6,174,373			5,854,300
Net income (loss)			19,404			23,849			(697,582	)		(697,970	)		(868,114	)
Net margin(1)			1.2	%		1.6	%		(10.1	)%		(11.3	)%		(14.8	)%
Total indebtedness			8,444,649			—			9,773,097			10,767,955			11,324,417
Current loans and financings			1,454,154			—			2,972,361			1,138,005			1,092,108
Non-current loans and financings			6,990,495			—			6,800,736			9,629,950			10,232,309
Cash and cash equivalents, marketable securities and derivatives			1,475,200			—			1,923,791			3,022,763			1,845,954
Net indebtedness(2)			6,969,449			—			7,849,306			7,745,192			9,478,463

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(1)

Net margin is net income (loss) divided by net revenues.

(2)

Net indebtedness consists of current and non-current loans and financing less cash and cash equivalents, marketable securities and net derivatives (assets less liabilities). Net indebtedness is a non-IFRS measure which we disclose from time to time. Net indebtedness as described in this prospectus supplement is not a substitute for IFRS measures of indebtedness. For additional information, including the calculation of our net indebtedness, see "Summary Financial and Operating Data."

        Our joint-controlling shareholders are Votorantim Industrial S.A., or VID, and BNDES Participações S.A., or BNDESPar, which are also our largest shareholders and together hold 59.8% of our total voting capital. VID is a holding company for industrial assets of the Votorantim Group, one of the largest private conglomerates in Brazil, and BNDESPar, an investment arm of the Brazilian National Bank for Economic and Social Development ( Banco Nacional do Desenvolvimento ), or BNDES, invests in various segments of the Brazilian economy. VID and BNDESPar have entered into a shareholders' agreement with respect to their interests in our company. For more information

 

regarding this shareholders' agreement, see "Item 10. Additional Information—C. Material Contracts—Shareholders' Agreement of Fibria" in our 2013 Annual Report. We believe that the support of our largest shareholders, in conjunction with our differentiated practices and transparent corporate governance, will continue to contribute to our good reputation and consolidate our position as a global business leader in the pulp market.

Our Strengths

Global Leadership in Market Pulp

        We are the world's largest producer of market pulp, according to Hawkins Wright and PPPC, with an annual aggregate pulp production capacity as of March 31, 2014 of 5.3 million tons and a focus on international markets. Based on information from PPPC, we estimate that during 2013 we supplied 28% of the world demand for BEKP, 18% of the world demand for bleached hardwood kraft market pulp and 10% of the world demand for chemical market pulp.

        Our market leadership is based on the sustainability of our forest operations (reinforced by the shorter harvest cycle in Brazil as compared to other relevant countries), our state-of-the-art technology (including modern facilities and advanced cloning methods), our high productivity, our strong customer base and our long-term relationships with our customers.

Low Production Costs

        Our efficiently structured operations in Brazil result in relatively low cash production costs. We believe that we are one of the lowest-cost producers of BEKP in the world. Our low production costs relative to many of our competitors are due to a number of factors, including:

•

significant economies of scale;



•

advanced forestry techniques in managing the planting, maintenance and harvesting of our forests;



•

modern industrial plants using state-of-the-art technology;



•

comparatively short harvest cycle of our trees; and



•

relatively low-cost raw materials, including electricity and chemicals.

        Climate and soil conditions in Brazil enable us to harvest our eucalyptus trees in an average of approximately six years after planting, while harvesting cycles of other forest species in the southern United States, Canada and Scandinavia can last from 25 to 70 years. Harvesting cycles of our primary non-Brazilian competitors in the BEKP market located in Spain, Portugal and Chile are 8 to 10 years.

Modern Production Facilities

        We have made significant investments in the adoption of the most modern designs, technologies and production processes available in our industry. The advanced technology and production processes utilized by our pulp mills allow us to utilize a relatively small amount of raw materials, especially chemical substances, which consequently reduces our production costs. In addition, our pulp mills have advantages over older mills of our competitors, principally in terms of reduced emissions and solid wastes, resulting in production processes that are more optimized, efficient and in environmentally viable terms. The Três Lagoas and Veracel pulp mills, two of the largest single-line pulp production facilities in the world, also have per-ton pulp production costs that are among the lowest in the world as a result of their state-of-the-art technology, including modern processes and equipment associated with forestry efficiency, as well as their close proximity to our forests.

 

State-of-the-Art Research and Technology

        We began planting eucalyptus at the end of the 1960s, using seeds from the Rio Claro Forest Nursery, in the State of São Paulo. At that time, four species were considered: Eucalyptus grandis, Eucalyptus saligna, Eucalyptus urophylla and Eucalyptus alba . During the 1970s, specific varieties of E. grandis and E. urophylla proved to be the most suited to our environmental conditions and to the pulping process. However, since then, many trees of superior quality have been developed as a result of our breeding program and use of commercial cloning, confirming that cloned forests result in significant gains in productivity, uniformity and quality of wood.

        We use a group of select clones in our forests. These clones are frequently substituted to ensure greater genetic variety. We use state-of-the-art breeding technologies in the development of advanced generations of eucalyptus clones. These techniques involve selecting the best performing plants and the crossing among them for successive generations. Furthermore, we are continually working on alternative silviculture methods to increase productivity in our forests.

        The combination of silviculture and genetic improvement is essential for maintaining a sustainable production and the long-term health of these ecosystems, particularly in light of the challenges arising from climactic and economic uncertainties. The development of appropriate genotypes together with improvements arising from our silviculture practices for the efficient use of resources in these forests, are necessary for sustaining the environmental services of these forests for future generations. As a result of our continuous progress, the current planted area that we use to supply our pulp mills is half the area that would have been necessary 40 years ago, when forest productivity levels were much lower.

        Product development has also provided important advances by both designing new functionalities as well as testing an innovative process set-up in industrial scale to meet the demands of the paper industry. These demands include not only improvements in the paper-making process and products, but also the replacement of more expensive fibers. The progress we have made allows us to offer exclusive products to our customers, despite operating in a commodity market. Biorefinery is also an important item in our project portfolio. Our updated roadmap on biorefinery, along with the establishment of strategic alliances, is paving the way for faster research and development of bioproducts and/or biofuels. The ongoing projects and alliances envision the different and more promising alternatives, not only making use of forest biomass in nature, but also from the circling streams of the kraft process, such as those from lignin.

Integrated Operations

        Our operations are vertically integrated, from production of eucalyptus seedlings in nurseries for our extensive forests, through plantation and forestry management (including harvesting, logging and wood transportation) to our production facilities, from which our products are transported to port terminals we operate for distribution to our clients.

        Our transportation and logistics activities are efficient and diversified. The strategic location of our facilities and their proximity to our forests allows us to have low transportation costs for wood delivered to our production facilities and for finished products delivered to port terminals for export. The average distance from our forests to our mills is less than that of many of our domestic and international competitors, resulting in logistical efficiencies (for example, certain of our competitors in China meet their raw material needs with wood they import from Russia).

        Portocel, the port terminal we operate in the State of Espírito Santo, is located approximately three kilometers from our Aracruz pulp mill. This allows us to efficiently export pulp produced at our Aracruz pulp mill and to receive and export pulp from the Veracel facility. In addition, we export pulp and paper products from a terminal and warehouse that we operate at the port of Santos, in the State of São Paulo.

 

Strong Customer Base

        We have long-term relationships with leading global paper manufacturers, particularly in the tissue segment. As of March 31, 2014 and December 31, 2013, almost all of our sales were made under contracts, some of which contain exclusivity provisions. We have traditionally focused on tissue and specialty paper producers that value the high-quality pulp that we produce and the reliability of supply that we provide. Some of those producers have been our customers for more than 30 years.

Conducting Our Operations in a Sustainable Way

        We are committed to operating our businesses and resources in a sustainable manner in accordance with world-class sustainability standards. In 2013, we were included in the 2013/2014 portfolios of the Dow Jones Sustainability Indexes, or DJSI, for global and emerging markets, which include a selection of companies with the best corporate sustainability practices in the world (DJSI World) and in the emerging markets (DJSI Emerging Markets). We have been recognized by DJSI World as a leading forestry and pulp producer company. Since 2005, we have also been listed in the Corporate Sustainability Index (ISE)—a list of companies whose shares are traded on the São Paulo Stock Exchange ( BM&FBOVESPA S.A.—Bolsa de Valores Mercadorias e Futuros ), or the BM&FBOVESPA, that maintain an elevated commitment to improved practices in the areas of sustainability and corporate governance.

        We believe sustainability is an essential component of our corporate strategy and have implemented corporate governance practices focused on sustainability, which seek to align our sustainability strategy with our business strategy. We have a sustainability committee to advise our board of directors that is led by the chairman of our board of directors and includes several independent members. Our sustainability committee meets three times a year to evaluate our sustainability strategy and its implementation. We also have an internal sustainability commission, comprised of a number of our company's managers, whose mission is to execute the strategy defined by our sustainability committee, and each of our units has a local relationship commission that evaluates the requests from local stakeholders.

        Recognizing the importance of sustainability in our business strategy, we disclose our sustainability objectives and targets through the publication of an annual sustainability report. In addition, in 2011, we identified and adopted a set of long-term sustainability targets, which include (1) optimizing the use of natural resources, (2) contributing to the mitigation of greenhouse gases effect; (3) protecting biodiversity; (4) increasing our eco-efficiency; and (5) strengthening the interaction between our business and the communities where we operate. We believe our sustainability practices make us one of the leading global companies committed to a balance between economic, social and environmental issues.

Our Strategies

Increase our market share in the international pulp market

        We intend to benefit from our competitive strengths to further increase our market share in the international pulp market. We have focused our marketing efforts on the sale of BEKP to tissue manufacturers, a market segment that, in addition to being generally more stable than other market segments, has experienced global consumption growth at an average annual rate of approximately 3.3% during the period from 2008 to 2013, according to the RISI.

        According to a 2013 forecast by RISI, global tissue consumption is expected to grow at an annual rate of 4.5% from 2013 to 2018, with China accounting for approximately 45% of the total tissue consumption growth during this period.

 

        We believe that we can further increase our market share by leveraging our long-term customer relationships and focusing on customer service and product customization. We continue to strive to meet our customers' needs by supplying customized pulp products with specifications that facilitate their use in manufacturing specific paper products. We strive for a high degree of customer satisfaction and are working to further improve the management of our inventory, which we believe will allow us to reduce our delivery cycles and better service our customers.

Enhance our financial strength

        As of March 31, 2014 and December 31, 2013, our total consolidated indebtedness was R$8,445 million and R$9,773 million, respectively, 82.8% and 69.6% of which was long-term indebtedness, respectively. We continue to work on further reducing our financial leverage and improving the profile of our debt, in order to reduce the cost of financing our operations. Since the fourth quarter of 2009, we have implemented a Liability Management Plan which included: (1) the issuance of the three series of ten-year notes in an aggregate principal amount of US$2.5 billion; (2) the sale of our Guaíba Unit for US$1.4 billion in December 2009; (3) the sale of our interests in Consórcio Paulista de Papel e Celulose—CONPACEL, or Conpacel, and KSR Distribuidora for R$1.5 billion in December 2010; (4) the sale of our Piracicaba facility for US$313 million in September 2011; (5) the public offering in Brazil and the United States in April of 2012 of 86,000,000 of our common shares, including in the form of American depositary shares, or ADSs, for an aggregate amount of R$1,361 million; (6) the sale during 2012 of non-strategic assets such as lands and forests in Bahia and the sale in December 2012 of our Losango brownfield project in the State of Rio Grande do Sul for R$470 million; (7) the repurchase through two cash tender offers in 2012 and 2013, of U.S.$1,000 million in aggregate principal amount of our 7.500% senior notes due 2020; (8) the sale during 2013 of non-strategic assets such as lands in the States of São Paulo, Mato Grosso do Sul, Bahia and Espírito Santo, for an aggregate amount of R$1,403 million, of which R$500 million were received in December 2013 and R$883 million during the first quarter of 2014; and (9) the redemption on March 26, 2014 of the remaining 7.500% senior notes due 2020, in an aggregate principal amount of US$690.2 million. For a more detailed description of our Liability Management Plan, see "Item.5 Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Liability Management Plan" in our 2013 Annual Report and "Management's Discussion and Analysis of Financial Results for the Three-Month Periods Ended March 31, 2014 and 2013—Liquidity and Capital Resources—Liability Management Plan."

Increase operating efficiencies

        We intend to maintain the focus on our low-cost operations through greater operating efficiencies and economies of scale. To this end, we intend to continue to:

•

focus on reducing our wood costs by continuing to invest in the genetic improvement of our trees in order to increase eucalyptus yields;



•

benefit from the competitive advantage of climate and soil conditions in Brazil and the short harvest cycle of eucalyptus trees; and



•

improve the efficiency of our operations through further investment in harvesting equipment, production facilities and advanced information technology.

Continue to develop state-of-the-art technology in the forestry area

        Technological research and development has made it possible to improve our productivity while reducing the impact of our operations on the environment. In the forestry area, an intense research program and the adoption of modern forestry practices have significantly increased our competitiveness. The genetic improvement of eucalyptus trees has allowed us to plant superior clones, resulting in

 

higher productivity. We currently use clonal seedlings in 100% of our planting activities. We have achieved better efficiency in clonal seedling production as a result of pioneering vegetative propagation procedures. We believe that we use the most advanced technology for planting and harvesting trees and storing and transporting wood with a completely mechanized system. In the decade ending December 31, 2010, the average annual amount of pulp we produced was 11.3 tons per hectare per year, compared to 6.4 tons per hectare per year during the 1970s. We continue to work on improving our productivity and expect this approach will contribute to the reduction of the amount of land required by us for pulp production. Productivity of new clones planted is expected to reach 15 tons of pulp per hectare per year by 2025.

        By continuing to focus on cutting-edge technological research and development, we aim to strengthen our position as one of the leading developers of technology in the forestry area, maintain our position as a low-cost producer while meeting our standards of high quality production, increase the portfolio of products that we offer to our customers and maintain our reputation as an environmentally friendly and socially responsible manufacturer, in particular by evaluating the possibility of increasing the value of our forestry biomass, of which bio-fuels is the most important. For instance, in 2012, Fibria and Ensyn Corporation created a strategic alliance involving an equally-owned joint venture for the production of cellulosic liquid fuels and chemicals in Brazil and a U.S.$20 million investment by us in Ensyn Corporation. Through this alliance we expect to combine the expertise of Fibria and Ensyn Corporation to produce renewable liquid fuels from cellulosic feedstocks.

Our Ownership Structure

        Our current ownership and summary corporate structure are presented in the following chart:

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(1)

Free float includes 0.06% of treasury shares held by us.

        Fibria Celulose is incorporated under the laws of Brazil under the name Fibria Celulose S.A., as a publicly-held stock corporation with unlimited duration, operating under the Brazilian corporate law. Our headquarters and principal executive offices are located at Alameda Santos, 1357, 6th floor, 01419-908, São Paulo, SP, Brazil, and our telephone number is 55 11 2138-4565. Our website address is www.fibria.com.br/ir. Information contained on our website is, however, not incorporated by reference in, and should not be considered as part of, this prospectus supplement or the accompanying prospectus.

 

        This prospectus supplement contains certain of our trademarks, trade names and service marks, including our logo. Each trademark, trade name or service mark of any company appearing in this prospectus supplement belongs to its respective holder.

Fibria Finance

        Fibria Finance is a 100% owned finance subsidiary of Fibria Celulose. Fibria Finance is an exempted company which was incorporated with limited liability under the laws of the Cayman Islands on October 9, 2009. The registered office of Fibria Finance is at the offices of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands and its principal executive office is located at Alameda Santos, 1357, 6th floor, 01419-908, São Paulo, SP, Brazil. Fibria Finance was registered with Company No. 231879 by the Registrar of Companies of the Cayman Islands on October 9, 2009.

        As of April 30, 2014, Fibria Finance's authorized share capital consisted of 50,000 ordinary shares, par value US$1.00 per share. As of the date hereof, 100 shares had been issued as fully paid and non-assessable and are owned by Fibria Celulose.

        The memorandum and articles of association of Fibria Finance provide for a board of directors composed of not less than one member. All directors of Fibria Finance are appointed by Fibria Celulose. The directors of Fibria Finance are Marcelo Strufaldi Castelli, Guilherme Perboyre Cavalcanti and Henri Philippe van Keer, each an executive officer of Fibria Celulose. As directors of Fibria Finance, subject to compliance with customary fiduciary duties of directors of Cayman Islands companies, they act in accordance with the best interests of Fibria Finance taking into account the interests of Fibria Celulose, the sole shareholder of Fibria Finance.

        Under Fibria Finance's memorandum and articles of association, Fibria Finance is permitted to engage in any act or activity that is not prohibited under any law for the time being in force in the Cayman Islands.

        Fibria Finance is not required by Cayman Islands law to publish, and does not publish, financial statements for any period. However, if it publishes any financial statements in the future, these financial statements will be sent to you upon request of Fibria Finance or the trustee. Fibria Finance does not have subsidiaries or hold any equity investments.

Recent Developments

2021 Notes Tender Offer and Consent Solicitation

        On May 1, 2014, we commenced a cash tender offer, or the 2021 Notes Tender Offer, for any and all of our 6.750% Senior Notes due 2021, or the 2021 Notes, of which U.S.$549 million in aggregate principal amount was outstanding. The consideration to be paid per U.S.$1,000 of 2021 Notes validly tendered and accepted for purchase in the 2021 Notes Tender Offer is U.S.$1,120 plus accrued and unpaid interest to the date of repurchase. We intend to fund the purchase of 2021 Notes tendered pursuant to the 2021 Notes Tender Offer with the net proceeds from this offering.

        Concurrently with the 2021 Notes Tender Offer, we are also soliciting consents to proposed amendments to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the indenture governing the 2021 Notes, or the 2021 Notes Indenture. Adoption of the proposed amendments to the 2021 Notes requires the consents of holders of a majority in aggregate principal amount of the outstanding 2021 Notes (excluding any 2021 Notes held by us or our affiliates).

        The 2021 Notes Tender Offer and the related consent solicitation are being made on the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated May 1, 2014, which is not being incorporated by reference in this prospectus supplement.

 

Decisions Adopted by Our Shareholders at Our Annual Shareholders' Meeting Held on April 25, 2014

Changes to Our Board of Directors

        On April 25, 2014, our shareholders elected the following new members and alternate members to our board of directors: Marcos Barbosa Pinto (independent member), Armínio Fraga (alternate) and Sergio Augusto Malacrida Jr. (alternate). These board members were elected to replace the following members and alternate members of our board of directors who resigned: José Armando de Figueiredo Campos (member), Mario Antônio Bertoncini (alternate) and Gilberto Lara Nogueira (alternate).

        The following is a summary of the business experience, areas of expertise and principal outside business interests of our new independent director and alternate directors that were elected on April 25, 2014.

        Marcos Barbosa Pinto.     Mr. Pinto was appointed to our board of directors as independent member in April 2014. He has been a partner of Gávea Investimentos since 2011. Previously, Mr. Pinto was part of the Brazilian Securities Commission ( Comissão de Valores Mobiliários —CVM), from 2007 to 2010. He was chief-consultant of the chairman of Brazilian National Development Bank between 2005 and 2006. Mr. Pinto was also a lawyer in the law firms Morrison & Foerster LLP, in California, from 2001 to 2002 and Levy & Salomão Advogados, in São Paulo, between 2003 and 2004, where he assisted clients in mergers and acquisitions and private equity transactions. He holds a Bachelor's Degree in Law from Universidade de São Paulo—USP, Master's Degree in Law from Yale University and Master's Degree in Economics from Fundação Getúlio Vargas of Rio de Janeiro—FGV-RJ.

        Armínio Fraga.     Mr. Fraga was appointed to our board of directors as alternate member in April 2014. He is founding partner of Gavea Investimentos and Chairman of the following Committees: Investment, Private Equity and Multimarket funds, Executive and Remuneration, and member of the Risk Committee and Real Estate Fund of Grupo Gavea. From 2009 to 2013, Mr. Fraga was President of the Board of Directors of BM&FBOVESPA. From 1999 to 2002, he was President of the Central Bank of Brazil and before that he was Director of International Matters of the Central Bank of Brazil, from 1991 to 1992. From 1993 to 1999, he was Managing Director of Soros Fund Management in New York, focused in emerging markets. Additionally, Mr. Fraga was Vice-President of Salomon Brothers in New York from 1989 to 1991, focused in arbitration in emerging markets. He was also Chief Economist and Manager of Operations in Banco Garantia from 1985 to 1988. He holds a Bachelor's Degree in Economy from Pontifícia Universidade Católica do Rio de Janeiro—PUC/RJ; and a Ph.D. in Economy from Princeton University.

        Sergio Augusto Malacrida Jr.     Mr. Malacrida was appointed to our board of directors as alternate member in April 2014. He currently also serves as Director of Treasury and Investor Relations Officer of Votorantim Industrial, since January 2014. Prior to that, Mr. Malacrida served as Treasurer at Fibria Celulose. Before joining the Votorantim Group, he was a partner at PR&A Financial Products, between 1999 and 2010, a partner at Vinci Partners from 2010 to 2011, and he acted as CFO at Vanguarda Agro from 2011 to 2012. Mr. Malacrida has been a permanent member of our Finance Committee since August 2013. He holds a Bachelor's Degree in Economics from USP—Universidade de São Paulo and Master's Degree in Math from the IME/USP.

        In addition, our shareholders voted to change the composition of our board of directors, in order to substitute Maria Paula Soares Aranha (formerly José Armando de Figueiredo Campos' alternate) as José Luciano Duarte Penido's alternate, Paulo Henrique de Oliveira Santos (formerly José Luciano Duarte Penido's) as Raul Calfat's alternate and Sergio Augusto Malacrida Jr. as João Carvalho de Miranda's alternate.

 

        The table below shows the new composition of our board of directors as of May 1, 2014:

Name		Member Since			Age			Position
José Luciano Duarte Penido			2009			66		Chairman
Maria Paula Soares Aranha			2013			57		Alternate
João Carvalho de Miranda			2009			51		Vice-chairman
Sergio Augusto Malacrida Jr .			2014			40		Alternate
Raul Calfat			2009			61		Member
Paulo Henrique de Oliveira Santos			2009			55		Alternate
Alexandre Silva D'Ambrosio			2009			51		Member
Eduardo Borges de Andrade Filho			2011			47		Alternate
Carlos Augusto Lira Aguiar			2012			68		Member
Samuel de Paula Matos			2009			66		Alternate
Julio Cesar Maciel Ramundo			2011			44		Member
Laura Bedeschi Rego de Mattos			2011			38		Alternate
Eduardo Rath Fingerl			2009			60		Member
Leonardo Mandelblatt de Lima Figueiredo			2013			37		Alternate
Marcos Barbosa Pinto			2014			36		Member
Armínio Fraga Neto			2014			56		Alternate
Alexandre Gonçalves Silva			2009			69		Member
José Ecio Pereira da Costa Junior			2013			62		Alternate

Changes to Our Fiscal Council

        On April 25, 2014, our shareholders reelected Mauricio Aquino Halewicz, Gilsomar Maia Sebastião and Sérgio Mamede Rosa do Nascimento as members of our fiscal council and Geraldo Gianini, as Mauricio Aquino Halewicz's alternate. Our shareholders also appointed the following new alternate members: Antônio Felizardo Leocadio, as Gilsomar Maia Sebastião's alternate, and Carlito Silverio Ludwing, as Sérgio Mamede Rosa do Nascimento's alternate.

        The table below shows the new composition of our fiscal council as of May 1, 2014:

Name		Age			Year First Elected			Position
Mauricio Aquino Halewicz			41			2013		Member
Geraldo Gianini			63			2009		Alternate
Gilsomar Maia Sebastião			38			2013		Member
Antônio Felizardo Leocadio			42			2014		Alternate
Sérgio Mamede Rosa do Nascimento			60			2013		Member
Carlito Silverio Ludwing			67			2014		Alternate

Capital Expenditures Budget

        On April 25, 2014, our shareholders approved our capital expenditures budget for our 2014 fiscal year, in the aggregate amount of R$1,520 million, mainly to be allocated to the maintenance of our operations and funded with cash from our operating activities and financings from third parties.

Stock Option Plan

        On April 25, 2014, our shareholders approved a General Stock Option Plan for the Granting of Options to Purchase Shares of the Company, or the Stock Option Plan, which seeks to align our interests and the interests of our management team and to retain over the long-term the members of our senior management and other members of our management. The options to be granted under the Stock Option Plan shall be limited to 1.5% of the total outstanding shares of our company.

 

SEC Comment Letter

        On April 28, 2014, we received a comment letter from the SEC in connection with its review of our 2013 Annual Report. The comment letter relates to certain disclosure in Note 24(b)(i) to our consolidated financial statements included in our 2013 Annual Report regarding (i) Brazilian tax assessments that we have received on earnings of certain of our foreign subsidiaries, which we have historically contested, and (ii) our participation in the REFIS—"Profits Abroad" tax amnesty and refinancing program established by the Brazilian government in November 2013 in respect of three such tax assessments. See "Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Contingencies—Legal Matters—Tax Proceedings—Tax Assessment Notice—Normus" included in our 2013 Annual Report and Notes 24(b)(i) and (vi) to our consolidated financial statements included in our 2013 Annual Report. The comment letter inquires whether additional disclosure is necessary with respect to (i) our future exposure to tax assessments in respect of periods we did not submit to the REFIS program, (ii) our current calculation of the relevant Brazilian taxes and (iii) related impacts on our tax expense and changes in accounting. We are in the process of addressing the SEC comment letter and do not believe at this time that additional disclosure or changes to our 2013 Annual Report or the notes to the consolidated financial statements included in our 2013 Annual Report will be necessary. We cannot, however, assure you that the SEC will be satisfied with our response or that the SEC will not have further comments or require an amendment to our 2013 Annual Report or the consolidated financial statements and the notes related thereto set forth therein.